The Federal Trade Commission ("FTC" or "Commission"), having reason
to believe that respondents H.J. Heinz Company ("Heinz"), Milnot Holding
Corporation, and Madison Dearborn Capital Partners, L.P. ("Madison"), all
subject to the jurisdiction of the Commission, have entered into an agreement whereby
Heinz will acquire all of the voting securities of Milnot Holding Corporation in violation
of Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and
that such acquisition, if consummated, would violate Section 7 of the Clayton Act, as
amended, 15 U.S.C. § 18; and that a proceeding by it in respect thereof would be in
the public interest, hereby issues its complaint, stating its charges as follows:

THE PARTIES

1. Respondent Heinz is a for-profit corporation organized, existing and doing business
under the laws of the State of Pennsylvania, with its office and principal place of
business located at 600 Grant Street, Pittsburgh, Pennsylvania 15219. Heinz is one of the
largest food products manufacturers in the United States with total revenues exceeding $9
billion. Heinz is the third largest seller of jarred baby food in the United States.
Heinz's worldwide jarred baby food sales exceed $1 billion annually.

2. Respondent Milnot Holding Corporation is a for-profit corporation organized, existing
and doing business under the laws of the State of Delaware, with its office and principal
place of business located at 100 South Fourth Street, St. Louis, Missouri 63102. Beech-Nut
Nutrition Corp. ("Beech-Nut") is a wholly owned subsidiary of Milnot Holding
Corporation and is currently the second largest seller of jarred baby food in the United
States.

3. Madison is a private equity investment firm with its office and principal place of
business located at Three First National Plaza, Suite 1330, Chicago, Illinois 60602. It is
the ultimate parent entity of Milnot Holding Corporation.

JURISDICTION

4. Respondents Heinz, Madison, and Milnot Holding Corporation are, and at all times
relevant herein have been, engaged in commerce, as "commerce" is defined in
Section 1 of the Clayton Act, as amended, 15 U.S.C. § 12, and are corporations whose
business is in or affects commerce as "commerce" is defined in Section 4 of the
FTC Act, as amended, 15 U.S.C. § 44.

THE PROPOSED ACQUISITION

5. On or about February 28, 2000, Heinz, Madison and Beech-Nut entered into an agreement
whereby Heinz would acquire 100% of the voting securities of Milnot Holding Corporation
for approximately $185 million, and would become the owner of all of Milnot Holding
Corporation's assets.

THE RELEVANT MARKETS

6. One relevant line of commerce (i.e., the product market) in which the
competitive effects of the proposed acquisition may be assessed is the manufacture and
sale of jarred baby food.

7. The relevant sections of the country (i.e., the geographic markets) in which
to assess the competitive effects of the proposed acquisition are the United States and
smaller geographic markets therein.

MARKET STRUCTURE

8. For over 60 years there have been only three competitors in the United States jarred
baby food market -- Gerber Corporation, Beech-Nut and Heinz -- and this merger would leave
only two firms controlling essentially the entire market. This market is already highly
concentrated and will become substantially more so if the proposed acquisition is
consummated. A Herfindahl-Hirschman Index ("HHI") of 1800 characterizes a highly
concentrated market. In the national market, the proposed acquisition would increase the
HHI about 400 points to approximately 5700, a substantial increase in an already highly
concentrated market. The HHIs and the increases in the HHIs are greater in many relevant
smaller geographic markets.

ENTRY CONDITIONS

9. Entry into the relevant markets is difficult and would not be timely, likely, or
sufficient to prevent the anticompetitive effects from the proposed acquisition.

ACTUAL AND POTENTIAL COMPETITION

10. Heinz and Beech-Nut are actual and direct competitors in the relevant lines of
commerce and sections of the country. Heinz and Beech-Nut are also potential competitors
in markets in which both are not currently present.

COMPETITIVE EFFECTS

11. The effect of the proposed acquisition, if consummated, may be to substantially
lessen competition in the manufacture and sale of jarred baby food in the relevant
sections of the country in violation of Section 7 of the Clayton Act, as amended, 15
U.S.C. § 18, and Section 5 of the Federal Trade Commission Act, as amended, 15 U.S.C. §
45, in the following ways:

a. by substantially increasing concentration, and further heightening barriers to entry,
thereby increasing the likelihood of, or facilitating, successful anticompetitive
coordinated interaction, and actual or tacit collusion among the two remaining firms;

b. by increasing the likelihood that Heinz will unilaterally exercise market power;

c. by eliminating substantial competition and potential competition between Heinz and
Beech-Nut; and

d. by eliminating Beech-Nut as a substantial, independent, innovative, and competitive
force in the market.

VIOLATIONS CHARGED

12. The acquisition described in Paragraph 5 constitutes a violation of Section 5 of the
Federal Trade Commission Act, as amended, 15 U.S.C. § 45, and if consummated would
violate Section 7 of the Clayton Act, as amended, 15 U.S.C. § 18 and Section 5 of
the Federal Trade Commission Act, as amended, 15 U.S.C. § 45.

NOTICE

Proceedings on the charges asserted against you in this complaint will be held before
an Administrative Law Judge (ALJ) of the Federal Trade Commission, under Part 3 of the
Commission's Rules of Practice, 16 C.F.R. Part 3. A copy of Part 3 of the Rules is
enclosed with this complaint.

You may file an answer to this complaint.Any such answer must be
filed within 20 days after service of the complaint on you. If you contest the complaint's
allegations of fact, your answer must concisely state the facts constituting each ground
of defense, and must specifically admit, deny, explain, or disclaim knowledge of each fact
alleged in the complaint. You will be deemed to have admitted any allegations of the
complaint that you do not so answer.

If you elect not to contest the allegations of fact set forth in the complaint, your
answer shall state that you admit all of the material allegations to be true. Such an
answer will constitute a waiver of hearings as to the facts alleged in the complaint and,
together with the complaint, will provide a record basis on which the ALJ will file an
initial decision containing appropriate findings and conclusions and an appropriate order
disposing of the proceeding. Such an answer may, however, reserve the right to submit
proposed findings and conclusions and the right to appeal the initial decision to the
Commission under Section 3.52 of the Commission's Rules of Practice.

If you do not answer within the specified time, you waive your right to appear and
contest the allegations of the complaint. The ALJ is then authorized, without further
notice to you, to find that the facts are as alleged in the complaint and to enter an
initial decision and a cease and desist order.

The ALJ will schedule an initial prehearing scheduling conference to be held not later
than 7 days after the last answer is filed by any party named as a respondent in the
complaint. Unless otherwise directed by the ALJ, the scheduling conference and further
proceedings will take place at the Federal Trade Commission, 600 Pennsylvania Avenue,
N.W., Washington, D.C. 20580. Rule 3.21(a) requires a meeting of the parties' counsel as
early as practicable before the prehearing scheduling conference, and Rule 3.31(b)
obligates counsel for each party, within 5 days of receiving a respondent's answer, to
make certain initial disclosures without awaiting a formal discoveryrequest.

A hearing on the complaint will begin on February 26, 2001 at 10:00 A.M. in Room 532,
or such other date as determined by the ALJ. At the hearing, you will have the right to
contest the allegations of the complaint and to show cause why a cease and desist order
should not be entered against you.

NOTICE OF CONTEMPLATED RELIEF

Should the Commission conclude from the record developed in any adjudicative
proceedings in this matter that the proposed acquisition challenged in this proceeding
would if consummated violate Section 7 of the Clayton Act, as amended, or Section 5
of the Federal Trade Commission Act, as amended, the Commission may order such relief
against respondents as is supported by the record and is necessary and appropriate,
including, but not limited to:

1. Recission of the acquisition agreement between respondents.

2. Divestiture of an ongoing, operating business, including all assets, tangible and
intangible, including but not limited to, all intellectual property, knowhow, trademarks,
trade names, research and development, customer contracts, and including all improvements
to existing products and new products developed by Beech-Nut.

3. Such other or additional relief as is necessary to ensure the creation of one or more
viable, competitive, independent entities to compete against Heinz in the manufacture and
sale of baby food.

4. A requirement, for a ten (10) year period, that Heinz, Milnot Holding Corporation,
and Madison provide the Commission with notice in advance of acquiring the assets or
securities of, or any other combination with, any person engaged in the manufacture or
sale of baby food in the United States.

WHEREFORE, THE PREMISES CONSIDERED, the Federal Trade Commission, on this twenty-second
day of November, 2000, issues its complaint against said Respondents.

By the Commission, Commissioner Anthony and Commissioner Swindle dissenting.